UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                -----------------

                                    FORM 10Q
                                -----------------
(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 For the quarterly period ended June 30, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to ___________

                       Commission file number: 333-151398

                              BEDROCK ENERGY, INC.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

 Colorado                                                      02-0511381
 --------                                                      ----------
(State of Incorporation)                                (IRS Employer ID Number)

            8950 Scenic Pine Drive, Suite 100, Parker, Colorado 80134
                 -----------------------------------------------
                    (Address of principal executive offices)

                                  303-794-4398
                           --------------------------
                         (Registrant's Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated  filer [ ] (Do
not check if a smaller reporting company) Smaller reporting company [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X]

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of August 10, 2009, there were 3,505,524  shares of the  registrant's  common
stock issued and outstanding.



<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                              <C>



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                                                  Page
                                                                                                 ----

         Balance Sheets - June 30, 2009 and December 31, 2008                                    F-1

         Statements of Operations  -
                  Three and Six months ended June 30, 2009 and 2008 and
                  From March 17, 1999 (Inception) to June 30, 2009                               F-2

         Statements of Stockholders' Equity (Deficit)
                  From March 17, 1999 (Inception) to June 30, 2009                               F-4

         Statements of Cash Flows -
                  Six months ended March 31, 2009 and 2008 and
                  From March 17, 1999 (Inception) to June 30, 2009                               F-6

         Notes to the Financial Statements                                                       F-7

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                       1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk - Not Applicable              3

Item 4. Controls and Procedures                                                                   4

Item 4T.  Controls and Procedures                                                                 4

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -Not Applicable                                                        4

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds  - Not applicable            4                4

Item 3.  Defaults Upon Senior Securities - Not Applicable                                         4

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable                     4

Item 5.  Other Information - Not Applicable                                                       5

Item 6.  Exhibits                                                                                 5
SIGNATURES                                                                                        6



</TABLE>

<PAGE>




                                     PART I

ITEM 1. FINANCIAL STATEMENTS



<PAGE>
<TABLE>
<CAPTION>




                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)

                                 BALANCE SHEETS

<S>                                                                     <C>                     <C>



                                                                           June 30,              December 31,
                                                                             2009                    2008
                                                                        ---------------         ----------------
                              ASSETS                                     (Unaudited)               (Audited)
                              ------

CURRENT ASSETS:
   Cash                                                                          $ 590                 $ 11,662
   Prepaid Expenses                                                             10,500                        -
                                                                        ---------------         ----------------
                       Total Current Assets                                     11,090                   11,662

PROPERTY:
   Oil and Gas Lease                                                             1,122                        -
                                                                        ---------------         ----------------

                           TOTAL ASSETS                                       $ 12,212                 $ 11,662
                                                                        ===============         ================


               LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts Payable                                                            $ 5,768                  $ 2,368
   Accrued Fees                                                                 15,000                        -
   Loan from Affiliates                                                          3,750                    3,750
   Loan from Shareholders                                                        6,930                    6,930
                                                                        ---------------         ----------------

                         Total Liabilities                                      31,448                   13,048
                                                                        ---------------         ----------------


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Preferred shares, no par value, non voting: 10,000,000
     shares authorized; no shares issued and outstanding                             -                        -
   Common shares, $.001 par value, voting: 200,000,000
     shares authorized; 3,505,524 and 2,845,524 issued
     and outstanding, respectively                                               3,505                    2,845
   Additional paid in capital                                                  420,270                  387,930
   Deficit accumulated during the development stage                           (443,011)                (392,161)
                                                                        ---------------         ----------------

               Total Shareholders' Equity (Deficit)                            (19,236)                  (1,386)
                                                                        ---------------         ----------------

            TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $ 12,212                 $ 11,662
                                                                        ===============         ================


The accompanying notes are an integral part of these statements.

                                      F-1

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)

                            STATEMENTS OF OPERATONS
                                  (Unuadited)
<S>                                       <C>                        <C>                       <C>




                                                     For the Three Months Ended            For the Six Months Ended
                                              June 30, 2009              June 30, 2008             June 30, 2009
                                          -----------------------    -----------------------   ----------------------

OPERATING EXPENSES:
   Salaries and related expenses          $                    -         $                -       $                -
   Professional fees                                       6,031                      2,807                    8,835
   Rent                                                        -                          -                        -
   Service fees                                           20,750                     32,025                   37,500
   Travel and entertainment                                1,354                      1,821                    2,716
   General and administrative                                442                      2,477                    1,799
                                          -----------------------    -----------------------   ----------------------
        Total Operating Expenses                          28,577                     39,130                   50,850
                                          -----------------------    -----------------------   ----------------------

             Operating loss                              (28,577)                   (39,130)                 (50,850)

OTHER INCOME:
   Other, net                                                  -                          -                        -
                                          -----------------------    -----------------------   ----------------------

NET LOSS
   BEFORE INCOME TAXES                                   (28,577)                   (39,130)                 (50,850)

   Provision for income taxes                                  -                          -                       -
                                          -----------------------    -----------------------   ----------------------
NET LOSS                                               $ (28,577)                 $ (39,130)               $ (50,850)
                                          =======================    =======================   ======================

Basic and diluted
   (loss) per common share                               $ (0.01)                   $ (0.02)                 $ (0.02)
                                          =======================    =======================   ======================
Basic and diluted
   weighted-average number
   of common shares outstanding                        3,505,524                  2,525,524                3,315,048
                                          =======================    =======================   ======================



The accompanying notes are an integral part of these statements.

                                      F-2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)

                             STATEMENTS OF OPERATONS
                                   (Unuadited)
(continued)
<S>                                                        <C>                           <C>


                                                                                Period From
                                                                                 (Inception)
                                                                                March 17, 1999
                                                     For the Six Months Ended    Through
                                                           June 30, 2008        June 30, 2009
                                                           --------------       -------------
OPERATING EXPENSES:
   Salaries and related expenses                           $               -             $ 112,128
   Professional fees                                                    9,292               98,118
   Rent                                                                     -                3,801
   Service fees                                                        35,400              219,775
      Travel and entertainment                                          3,110               35,912
      General and administrative                                        2,802               33,418
                                                       -----------------------    -----------------
           Total Operating Expenses                                    50,604              503,152
                                                       -----------------------    -----------------

                Operating loss                                        (50,604)            (503,152)

   OTHER INCOME:
      Other, net                                                            -               60,141
                                                       -----------------------    -----------------

   NET LOSS
      BEFORE INCOME TAXES                                             (50,604)            (443,011)

      Provision for income taxes                                            -                    -
                                                       -----------------------    -----------------
   NET LOSS                                                         $ (50,604)          $ (443,011)
                                                       =======================    =================

   Basic and diluted
      (loss) per common share                                         $ (0.02)
                                                       =======================
   Basic and diluted
      weighted-average number
      of common shares outstanding                                  2,414,810
                                                       =======================



The accompanying notes are an integral part of these statements.

                                       F-3
</TABLE>




<PAGE>
<TABLE>
<CAPTION>

                              BEDROCK ENERGY, INC.

                     (A Company in the Defvleopment Stage)

            STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                  (Unaudited)

<S>                                               <C>                 <C>        <C>                 <C>         <C>



                                                             Common Shares               Preferred Shares         Additional
                                                               $.001 Par Value                No Par Value         Paid-in
                                                       Shares         Amount          Shares          Amount       Capital
                                                  -----------------------------  ------------------------------  ------------
BALANCES, Inception, March 17, 1999                              -         $ -                 -         $ -      $        -
   Issuance of shares for services and cash                950,706         950                 -           -          43,825
   Net loss                                                      -           -                 -           -               -
                                                  ------------------  ---------- ------------------  ----------  -------------

BALANCES, December 31, 1999                                950,706         950                 -           -          43,825
   Issuance of shares for debt, services and cash           39,818          40                 -           -         140,960
   Net loss                                                      -           -                 -           -               -
                                                  ------------------  ---------- ------------------  ----------  -------------

BALANCES, December 31, 2000                                990,524         990                 -           -         184,785
   Net income                                                    -           -                 -           -               -
                                                  ------------------  ---------- ------------------  ----------  -------------

BALANCES, December 31, 2001                                990,524         990                 -           -         184,785
   Net income                                                    -           -                 -           -               -
                                                  ------------------  ---------- ------------------  ----------  -------------

BALANCES, December 31, 2002                                990,524         990                 -           -         184,785
   Net loss                                                      -           -                 -           -               -
                                                  ------------------  ---------- ------------------  ----------  -------------

BALANCES, December 31, 2003                                990,524         990                 -           -         184,785
   Net loss                                                      -           -                 -           -               -
                                                  ------------------  ---------- ------------------  ----------  -------------

BALANCES, December 31, 2004                                990,524         990                 -           -         184,785
   Net loss                                                      -           -                 -           -               -
                                                  ------------------  ---------- ------------------  ----------  -------------

BALANCES, December 31, 2005                                990,524         990                 -           -         184,785
   Net loss                                                      -           -                 -           -               -
                                                  ------------------  ---------- ------------------  ----------  -------------

BALANCES, December 31, 2006                                990,524         990                 -           -         184,785
   Issuance of shares for debt, services and cash        1,245,000       1,245                 -           -         165,255
   Net loss                                                      -           -                 -           -               -
                                                  ------------------  --------- -------------------  ----------  ------------

BALANCES, December 31, 2007                              2,235,524       2,235                 -           -         350,040
   Issuance of shares for services and cash                610,000         610                 -           -          37,890
   Net loss                                                      -           -                 -           -               -
                                                  ------------------  --------- -------------------  ----------  -------------

BALANCES, December 31, 2008                              2,845,524       2,845                 -           -         387,930
   Issuance of shares for services                         660,000         660                 -           -          32,340
   Net loss                                                      -           -                 -           -               -
                                                  -----------------  ----------  ------------------  ----------- -------------

BALANCES, June 30, 2009                                $ 3,505,524     $ 3,505                 -         $ -     $   420,270
                                                  =================  ==========  ==================  =========== ============


The accompanying notes are an integral part of these statements.

                                      F-4
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                              BEDROCK ENERGY, INC.

                      (A Company in the Defvleopment Stage)

             STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                   (Unaudited)
(continued)
<S>                                                  <C>          <C>

                                                                      Total
                                                                   Shareholders'
                                                                      Equity
                                                       Deficit       (Deficit)
                                                     ------------ ----------------
BALANCES, Inception, March 17, 1999                  $        -     $        -
   Issuance of shares for services and cash                   -         44,775
   Net loss                                             (29,784)       (29,784)
                                                      ----------- ----------------

BALANCES, December 31, 1999                             (29,784)        14,991
   Issuance of shares for debt, services and cash             -        141,000
   Net loss                                            (215,994)      (215,994)
                                                      ----------- ----------------

BALANCES, December 31, 2000                            (245,778)       (60,003)
   Net income                                             9,233          9,233
                                                      ----------- ----------------

BALANCES, December 31, 2001                            (236,545)       (50,770)
   Net income                                            49,137         49,137
                                                      ----------- ----------------

BALANCES, December 31, 2002                            (187,408)        (1,633)
   Net loss                                                (890)          (890)
                                                      ----------- ----------------

BALANCES, December 31, 2003                            (188,298)        (2,523)
   Net loss                                              (5,657)        (5,657)
                                                      ----------- ----------------

BALANCES, December 31, 2004                            (193,955)        (8,180)
   Net loss                                             (36,000)       (36,000)
                                                      ----------- ----------------

BALANCES, December 31, 2005                            (229,955)       (44,180)
   Net loss                                             (36,000)       (36,000)
                                                      ----------- ----------------

BALANCES, December 31, 2006                            (265,955)         (80,180)
   Issuance of shares for debt, services and cash             -          166,500
   Net loss                                             (78,097)         (78,097)
                                                     ------------ ----------------

BALANCES, December 31, 2007                            (344,052)           8,223
   Issuance of shares for services and cash                   -           38,500
   Net loss                                             (48,109)         (48,109)
                                                      ----------- ----------------

BALANCES, December 31, 2008                            (392,161)          (1,386)
   Issuance of shares for services                            -           33,000
   Net loss                                             (50,850)         (50,850)
                                                      ----------- ----------------

BALANCES, June 30, 2009                               $(443,011)       $ (19,236)
                                                     ============ ================

The accompanying notes are an integral part of these statements.

                                      F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                              BEDROCK ENERGY, INC.
                      (A Company in the Deve.opment Stage)

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<S>                                                  <C>                        <C>                       <C>


                                                                                                            Period From
                                                                                                            (Inception)
                                                                                                            March 17, 1999
                                                                 For the Six Months Ended                     Through
                                                         June 30, 2009              June 30, 2008            June 30, 2009
                                                     ----------------------     ----------------------    -----------------
CASH FLOW FROM OPERATING ACTIVITIES:
   Net (loss)                                                    $ (50,850)                 $ (50,604)          $ (443,011)
   Adjustments to reconcile net (loss) to net cash
      (used in) operating activities:
     Issuance of common shares for services                         33,000                      9,000              156,275
     Issuance of debt for services                                       -                          -               12,000
     Debt forgiveness                                                    -                          -              (62,509)
     (Increase) in current assets                                  (10,500)                    (3,600)             (10,500)
     Increase (Decrease) in accruals/payables                       18,400                     30,000              144,345
                                                     ----------------------     ----------------------    -----------------
       Net cash used in operating activities                        (9,950)                   (15,204)            (203,400)
                                                     ----------------------     ----------------------    -----------------
CASH FLOW FROM INVESTING ACTIVITIES:
  Purchase of Lease                                                 (1,122)                         -               (1,122)
                                                     ----------------------     ---------------------     -----------------
       Net cash used in investing activities                        (1,122)                         -               (1,122)
                                                     ----------------------     ---------------------     -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from related party payable                                   -                          -               21,612
   Sale of common shares                                                 -                     20,000              183,500
                                                     ----------------------     ----------------------    -----------------

     Net cash provided by financing activities                           -                     20,000              205,112
                                                     ----------------------     ----------------------    -----------------
NET (DECREASE) INCREASE IN CASH                                    (11,072)                     4,796                  590

CASH, BEGINNING OF PERIOD                                           11,662                     18,771                    -
                                                     ----------------------     ----------------------    -----------------
CASH, END OF PERIOD                                                  $ 590                   $ 23,567                $ 590
                                                     ======================     ======================    =================

NONCASH ACTIVITIES:
   Issuance of common shares for debt                 $                  -       $                  -             $ 84,000
                                                     ======================     ======================    =================


The accompanying notes are an integral part of these statements.

                                      F-6

</TABLE>


<PAGE>


                                       (A Company in the Development Stage)
                                           NOTES TO FINANCIAL STATEMENTS
                                                   June 30, 2009
                                                    (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated in Colorado on August 11, 2004 and its name changed
to Bedrock Energy, Inc. on October 18, 2007 from CellTouch, Inc. Enviromart.com,
Inc. was  incorporated  in New Hampshire in March of 1999. On September 21, 2004
CellTouch,  Inc. and  Enviromart.com,  Inc.  (collectively  the "Company")  were
merged under the laws of the State of Colorado and  CellTouch,  Inc.  became the
surviving  entity.  The  Company  has been in the  development  stage  since its
inception.  Activities  through  June 30,  2009,  include  the raising of equity
capital and the  formation  of a previous  business  plan to sell  environmental
products over the Internet as well as the current business plan to merge with or
acquire and develop assets from a company in the oil and gas industry.

Interim Presentation

In the opinion of the  management  of the Company,  the  accompanying  unaudited
financial statements include all material adjustments,  including all normal and
recurring  adjustments,  considered  necessary to present  fairly the  financial
position and  operating  results of the Company for the periods  presented.  The
financial  statements  and notes are presented as permitted by Form 10-Q, and do
not contain certain information  included in the Company's Annual Report on Form
10-K for the fiscal year ended  December 31, 2008. It is the  Company's  opinion
that when the interim  financial  statements  are read in  conjunction  with the
December 31, 2008 Annual Report on Form 10-K,  the  disclosures  are adequate to
make  the  information  presented  not  misleading.   Interim  results  are  not
indicative of results for a full year or any future period.

Statement of Cash Flows

For  purposes  of the  statements  of cash  flows,  cash  includes  deposits  in
commercial bank accounts.

Income Taxes

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under the asset and
liability  method of SFAS No.  109,  deferred  tax  assets and  liabilities  are
recognized for the estimated future tax consequences attributable to differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax basis.  Deferred tax assets and liabilities
are  measured  using  enacted  tax rates in effect  for the year in which  those
temporary differences are expected to be recovered or settled.

Income Per Share

Income per share  requires  presentation  of both basic and  diluted  income per
common share.  Common share equivalents are not included in the weighted average
calculation since their effect would be anti-dilutive.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  in the United States of America  requires  management to
make  estimates and  assumptions  that affect the reported  amount of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates,
and such differences may be material to the financial statements.

                                      F-7
<PAGE>




                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2009
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

The Company's financial  instruments,  including cash, other assets and payables
approximate fair value due to the short-term nature of those instruments.

Going Concern

The Company's  financial  statements for the three and six months ended June 30,
2009 have  been  prepared  on a going  concern  basis,  which  contemplates  the
realization of assets and the settlement of liabilities  and  commitments in the
normal course of business.  The Company  reported an accumulated  deficit in the
development stage of $443,011 as of June 30, 2009. The Company did not recognize
revenues  from its  activities  during the three and six  months  ended June 30,
2009.  These factors  raise  substantial  doubt about the  Company's  ability to
continue as a going concern.

NOTE 2 - SHAREHOLDERS' EQUITY

Preferred Share

The Company is authorized to issue  10,000,000  shares of no par value preferred
stock. As of June 30, 2009, the Company has no shares issued and outstanding.

Common Share

The Company is  authorized  to issue  200,000,000  shares of $.001 voting common
stock.  On March 24,  2008 the  Company,  as a result of  shareholder  approval,
implemented a one share for two share  reverse stock split.  As of June 30, 2009
and 2008 there were a total of 3,505,524  and  2,525,524  shares of common stock
issued and outstanding respectively.

During the three and six months ended June 30, 2009,  the Company  issued 10,000
and 650,000  shares of its common stock for services  valued at $500 and $33,000
respectively (See Note 3) or $.05 per share.

During the three and six months ended June 30, 2008, the Company issued zero and
90,000  shares  of its  common  stock  for  services  valued  at $0  and  $9,000
respectively  (See  Note 3) or $.10 per  share as well as  100,000  and  200,000
shares of its common stock for cash at $10,000 and $20,000  respectively or $.10
per share as part of a private placement.

On August 2, 2007,  the Company  authorized  the sale in a private  placement of
1,000,000  shares of common stock  (pre-reverse  stock split) at a price of $.05
per share under an exemption from  registration  provision of the Securities Act
of 1933. The funds were used to pay the costs associated with its administration
and  payment of  professional  fees to bring the  Company  to a fully  reporting
company within compliance of the Securities Act of 1933 and 1934. As of June 30,
2008,  the Company  sold a total of 900,000  shares of common stock (pre reverse
stock split) as part of this private placement for a total of $45,000 in cash.

                                      F-8

<PAGE>








                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2009
                                   (Unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS

As of June 30,  2009,  the Company owes the officers a total $6,930 plus a total
of $2,368 in accrued interest relative to previously issued promissory notes.

During the three and six months ended June 30, 2009, the Company issued zero and
350,000 shares of common stock to its two Board members in exchange for services
valued at $0 and $17,500 respectively of which the $17,500 is for services to be
rendered  during the period March 1, 2009 through  December 31, 2009. As of June
30, 2009,  the Company has prepaid  expense of $10,500 in  consulting  fees as a
result of the issuance of the above shares of common stock to its directors.

During the three and six months ended June 30, 2008, the Company  authorized the
issuance of zero and 90,000 shares of common stock to its three Board members in
exchange for services  valued at $0 and $9,000  respectively of which the $9,000
was comprised of services  rendered during the year 2007 in the amount of $1,500
and during the year 2008 in the amount of $7,500.

NOTE 4 - INCOME TAXES

As of June 30, 2009, the Company had net operating loss carryforwards for income
tax and financial  reporting purposes of approximately  $358,000 expiring in the
years 2014 through 2028. The deferred tax assets that result from such operating
loss carryforwards of approximately $118,000 as of June 30, 2009 have been fully
reserved for in the  accompanying  financial  statements.  During the six months
ended  June 30,  2009,  the  valuation  allowance  established  against  the net
operating loss carryforwards increased by $16,000.

NOTE 5 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONTINGENCIES

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. The Company has suffered recurring losses from
operations that raise  substantial doubt about the Company's ability to continue
as a going  concern.  Management's  plans in this  regard  are to raise  capital
through the  issuance  of common  shares as well as seek a merger  partner.  The
accompanying  financial statement do not include any adjustments relating to the
recovery  and  classification  of  recorded  asset  amounts  or the  amount  and
classification  of  liabilities  that  might be  necessary  should  the  Company
discontinue operations.

                                      F-9
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

 OPERATIONS
 ----------

We had no operations prior to and we had no revenues during the six months ended
June 30, 2009.  We have minimal  capital and minimal  cash.  We are illiquid and
need cash infusions from investors or shareholders to provide capital,  or loans
from any sources.

We are an oil and gas exploration and development  company focused on creating a
portfolio of North  American  assets,  located in the central and Western United
States  that  exhibit  consistent,   predictable,   and  long-lived   production
capabilities.   We  plan  to  build  value  for  its  shareholders  through  the
acquisition  and  development of gas and oil assets that contain proven reserves
in domestic areas where reserves can be  economically  produced at a low risk to
us relying  on joint  venture  partners  to supply  most of the funds  needed to
explore or develop these properties.

We intend to participate in oil and gas prospects located in the states of Utah,
Wyoming,  Kansas, New Mexico, and Colorado. Our main emphasis will be to acquire
production  or revenue  generating  opportunities  either by lease  purchase  or
farmout, when available, with third parties and industry partners.

On February  12, 2009,  we acquired a 100% net revenue  interest in 240 acres in
Morgan County Colorado which is located  approximately forty five miles north of
Denver,  Colorado  and lies in what is called the  Denver,  Julesberg  Basin (DJ
Basin).  The DJ  Basin  is the  predominant  geological  structure  in  Northern
Colorado.  The shallow "J" and "D" sand formations of the DJ Basin constitutes a
common  source of oil and gas. The acreage in Morgan  County has forty (40) acre
drilling and spacing  units for the  production  of oil and gas from the "D" and
"J" sand formations.

The acreage  contained within these leases have a 10-year "primary term" (2018),
but  may be  extended  if  drilling  operations  are in  progress,  or if  other
conditions  are met.  The term of a lease  can  continue  as long as the  lessee
produces oil and gas in paying quantities during the term of the lease.

We will need  substantial  additional  capital to support  our  proposed  future
energy  operations.  We have no revenues.  We have no  committed  source for any
funds as of date  hereof.  No  representation  is made  that any  funds  will be
available when needed.  In the event funds cannot be raised when needed,  we may
not be able to carry out our business  plan,  may never achieve sales or royalty
income, and could fail in business as a result of these uncertainties.

                                1
<PAGE>





Decisions  regarding future  participation  in exploration  wells or geophysical
studies or other activities will be made on a case-by-case basis. We may, in any
particular   case,   decide  to   participate  or  decline   participation.   If
participating,  we may pay our  proportionate  share of costs  to  maintain  our
proportionate  interest  through  cash  flow  or debt or  equity  financing.  If
participation  is  declined,  we may  elect  to  farmout,  non-consent,  sell or
otherwise  negotiate  a  method  of cost  sharing  in  order  to  maintain  some
continuing interest in the prospect.

RESULTS OF OPERATIONS
---------------------

For the Three Months Ended June 30, 2009 Compared to the Three Months Ended June
30, 2008

During the three months ended June 30, 2009 and 2008,  we did not  recognize any
revenues from our business activities.

During the three  months  ended  June 30,  2009,  we  incurred  total  operating
expenses of $28,577  compared to $39,130  during the three months ended June 30,
2008.  The decrease of $10,553 was a result of $11,275  decrease in service fees
offset by an increase of $3,224 in professional services.

During the three months  ended June 30, 2009,  we incurred a net loss of $28,577
compared to a net loss of $39,130  during the three  months ended June 30, 2008.
The  decrease  of $10,553 is a result of the $11,275  decrease  in service  fees
offset by an increase of $3,224 in professional services, as discussed above.

For the Six Months Ended June 30, 2009 Compared to the Six Months Ended June 30,
2008

During the six months  ended June 30, 2009 and 2008,  we did not  recognize  any
revenues from our business activities.

During the six months ended June 30, 2009, we incurred  operational  expenses of
$50,850 compared to $50,604 for the six months ended June 30, 2008. The increase
of $246 was a result  of  $2,100  increase  in  service  fees  offset  by a $457
decrease   in   professional   fees  and  a  $1,003   decrease  in  general  and
administrative expenses.

During the six months  ended June 30,  2009,  we  incurred a net loss of $50,850
compared to $50,604 for the six months ended June 30, 2008. The increase of $246
was a result of $2,100  increase in service  fees  offset by a $457  decrease in
professional fees and a $1,003 decrease in general and administrative expenses.

LIQUIDITY
---------

At June 30, 2009, we had total current assets of $11,090,  consisting of cash of
$590  and a  prepaid  expense  of  $10,500.  At  June  30,  2009,  we had  total
liabilities of $31,448,  consisting of $5,768 in accounts payables, accrued fees
of $15,000 and $10,680 in loans from  affiliates  and  shareholders.  AtJune 30,
2009, we had an accumulated deficit of $443,011.

During  the six  months  ended  June 30,  2009,  we used net cash of  $9,950  in
operational  activities.  During the six months ended June 30, 2008, we used net
cash of $15,204 in operational activities.  During the six months ended June 30,
2009,  we  recognized  a net loss of $50,850,  which was adjusted for a non-cash
activity of $33,000 in common stock that was issued for services.

                                        2
<PAGE>





During the six months ended June 30, 2009,  the Company issued 350,000 shares of
common stock to its two Board members in exchange for services valued at $17,500
respectively  of which the $17,500 is for  services  to be  rendered  during the
period March 1, 2009 through December 31, 2009. As of June 30, 2009, the Company
has prepaid expense of $10,500 in consulting fees as a result of the issuance of
the above shares of common stock to its directors.

During the six months  ended  June 30,  2009,  the  Company  used  $1,122 in its
investing  activities.  The  funds  were  used to  purchase  a 100% net  revenue
interest in 240 acres in Morgan  County,  Colorado as discussed  in  Operations.
During the six months ended June 30, 2008, the Company neither received nor used
funds in its investing activities.

During the six months  ended June 30,  2009,  the Company did not receive or use
funds in its  financing  activities.  During the six months ended June 30, 2008,
the Company  received  $120,000 from its financing  activities.  The $20,000 was
from the sale of 200,000 shares of the Company's restricted common stock.

We have  minimal  cash at June  30,  2009 and no  other  assets,  and we will be
reliant upon shareholder loans or private  placements of equity to fund any kind
of operations. We have secured no sources of loans or private placements at this
time.

Capital Resources

We have only common stock as our capital resource.

We have no material  commitments for capital  expenditures within the next year,
however if operations are commenced,  substantial  capital will be needed to pay
for participation, investigation, exploration, acquisition and working capital.

Need for Additional Financing

We do not have capital  sufficient to meet our cash needs.  We will have to seek
loans or equity placements to cover such cash needs. Once exploration commences,
our needs for additional financing is likely to increase substantially.

No commitments to provide  additional  funds have been made by our management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow it to cover our expenses as they may be
incurred.

In addition,  the United States is has severe  instability in the commercial and
investment  banking  systems  which is likely to continue  to have  far-reaching
effects on the economic  activity in the country for an  indeterminable  period.
The long-term  impact on the United States  economy and the Company's  operating
activities  and ability to raise capital  cannot be predicted at this time,  but
may be substantial.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

                                       3
<PAGE>




ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e)  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As  required  by SEC Rule  15d-15(b),  our  Chief  Executive  Officer  and Chief
Financial  Officer  for  the  quarter  ended  June 30,  2009,  carried  out an
evaluation  under the supervision and with the  participation of our management,
of the effectiveness of the design and operation of our disclosure  controls and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing evaluation,  Messrs.  Nichols and
Sears have concluded  that our disclosure  controls and procedures are effective
in timely alerting them to material  information  required to be included in our
periodic SEC filings and to ensure that information  required to be disclosed in
our periodic SEC filings is  accumulated  and  communicated  to our  management,
including our Chief  Executive  Officer and Chief  Financial  Officer,  to allow
timely decisions  regarding required disclosure as a result of the deficiency in
our internal control over financial reporting discussed below.

ITEM 4T. CONTROLS AND PROCEDURES

Management's Report on Internal Control over Financial Reporting

This  quarterly  report  does not  include a report of  management's  assessment
regarding internal control over financial  reporting or an attestation report of
the  Company's  registered  public  accounting  firm due to a transition  period
established by rules of the  Securities and Exchange  Commission of newly public
companies.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                NONE

ITEM 2.  CHANGES IN SECURITIES

The Company did not make any unregistered  sales of its securities from April 1,
2009 toJune 30, 2009.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               NONE.

                                       4
<PAGE>





ITEM 5.  OTHER INFORMATION

               NONE.



ITEM 6.  EXHIBITS

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act

Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act

Exhibit 32.1  Certification of Principal  Executive  Officer pursuant to Section
906 of the Sarbanes-Oxley Act

Exhibit 32.1  Certification of Principal  Financial  Officer pursuant to Section
906 of the Sarbanes-Oxley Act


                                        5

<PAGE>




                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





                                                       BEDROCK ENERGY, INC.
                                                          (Registrant)



Dated:   August 10, 2009             By: /s/ W. Edward Nichols
                                             -----------------------------------
                                             W. Edward Nichols, President, Chief
                                             Executive Officer





Dated:   August 10, 2009             By: /s/Herbert T. Sears
                                             -------------------
                                             Herbert T. Sears, Chief Financial
                                             Officer


                                       6